- A legal examination prior to listing:
- An information policy covering the disclosure of information to the stock market
- A minimum share price ahead of listing
- Special training for the board of directors, senior executives and auditors
- A board of directors whose composition satisfies the independence requirement
This is achieved by, for example, satisfying investor needs for information and transparency and increasing the demands with respect to the competency levels of the listed companies. In several respects, the prevailing regulations previously gave rise to opportunities for circumventing the rules; these opportunities have now been removed. To some extent, the new requirements constitute an alignment of the rules and regulations to the standard practices that have gradually been developed within the Exchange Listing Committee, the body that makes decisions regarding the listing of companies on Stockholmsbörsen. In brief, the new requirements entail the following:
- Prior to its listing, a company must have undergone a legal examination conducted by an external lawyer. The Exchange Auditor will determine whether the scope, quality and actuality of the legal examination is satisfactory.
- The company's board must have established an information policy that includes a section covering the stock market's information requirements and how a number of information activities must be organized. In ample time prior to the listing, the company must have implemented procedures governing how the release of information will be conducted. The company's board must also have participated in the preparation of at least one quarterly report. The other aspects of the organization for the release of information to the stock market must have been in effect for at least two quarters and must have been utilized in the preparation of at least two quarterly reports, or one year-end report and one quarterly report. To some extent, these requirements already existed.
- On the initial date of listing on Stockholmsbörsen, the price of the company's shares must be at least SEK 25 each.
- In connection with Stockholmsbörsen's assessment of whether a company qualifies for listing, all board members, senior executives and elected auditors of the candidate company must undergo training, arranged by the Exchange, covering the listing agreement, listing requirements and insider issues. In the past, only parts of the board were subject to the training requirement.
- The requirements concerning the existence of board members who are
independent in relation to the company and to major shareholders have
been clarified and sharpened as follows:
- To ensure that the board can exercise its controlling function in terms of how business operations in the company are conducted, not more than one elected member of the board may be employed operationally in the ongoing business of the company. This applies regardless of whether the employee is a regular member or a deputy.
- To ensure that the board can maintain an independent position in relation to the company in other respects, the members who are independent in relation to the company must account for more than half of the elected members of the board.
- To ensure the equal treatment of shareholders, the board must normally include at least two members elected by a general meeting and who are independent of the company's major shareholders. These members shall be part of the circle of independent board members who are independent in relation to the company. At least one of these two members must have experience of the requirements to which a listed company is subject.
- the composition of the company's board must comply with the requirement regarding independence not later than the Annual General Meeting in 2004.
- the company must have adapted to all of the other requirements not later than July 1, 2004.
